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                                                                   EXHIBIT 10.22

                               SUBLEASE AGREEMENT

      THIS SUBLEASE AGREEMENT (this "Sublease") is dated as of December 15, 2003
between PITNEY BOWES INC. ("Sublandlord"), a Delaware corporation, and EAGLE
TEST SYSTEMS, INC. ("Subtenant"), an Illinois corporation.

                                    RECITALS

      A.    By Industrial Lease dated as of April 14, 2000 (the "Prime Lease"),
Sublandlord, as tenant, leases from Millbrook I LLC, as landlord ("Landlord"),
certain premises (the "Premises") consisting of approximately 43,296 rentable
square feet located in a one-story industrial building (the "Building") known as
2550 Millbrook Drive, Buffalo Grove, Illinois, as more particularly described in
the Prime Lease.

      B.    Subtenant desires to sublease from Sublandlord the entire Premises,
and Sublandlord desires to sublease the entire Premises to Subtenant, on the
terms and subject to the conditions hereinafter set forth.

      C.    All capitalized terms used but not defined in this Sublease shall
have the same meanings given to them in the Prime Lease.

      NOW, THEREFORE, for and in consideration of the mutual covenants
hereinafter contained, the parties hereby agree as follows:

1.    Demise. Sublandlord hereby subleases the Premises to Subtenant, and
Subtenant hereby subleases the Premises from Sublandlord. Sublandlord represents
that: (i) the Prime Lease is in full force and effect; (ii) Sublandlord has
received no notice that it is in default under the Prime Lease; and (iii) to its
best knowledge, Landlord is not in default under the Prime Lease. Sublandlord
has delivered a copy of the Prime Lease to Subtenant.

2.    Term; As-Is Condition; Purpose; Early Occupancy

      (a)   The term (the "Term") of this Sublease shall commence on January 15,
2004 (the "Commencement Date") and shall expire on the date (the "Expiration
Date") that is the earlier of: (i) January 15, 2005, subject to extension
pursuant to subsection 2(b) below; or (ii) five (5) days prior to the expiration
or sooner termination of the Prime Lease, unless sooner terminated pursuant to
the provisions of this Sublease.

      (b)   If this Sublease is in full force and effect on January 15, 2005,
the Term shall automatically be extended until June 25, 2005, provided either
party shall have the right to terminate this Sublease effective on or after
January 15, 2005 with at least thirty (30) days' prior written notice to the
other party specifying the effective date of such termination. In no event shall
the Term extend beyond June 25, 2005. Notwithstanding anything to the contrary
herein, if Sublandlord receives prior to May 15, 2005 a copy of a fully-executed
lease agreement between Subtenant and Landlord for the Premises, the term of
which commences July 1, 2005, the Expiration Date shall be June 30, 2005. In
such case: (i) Sublandlord shall have no obligation to surrender the Premises at
the end of the term of the Lease and Landlord waives all obligations

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and liabilities in connection therewith; (ii) Landlord shall be deemed to have
accepted the Premises in its then-current condition as of June 30, 2005; and
(iii) as of July 1, 2005, Landlord shall look solely to Subtenant, and waives
all claims against Sublandlord, regarding the condition of the Premises.

      (c)   Subtenant shall take possession of the Premises in their present "as
is" condition. No representations have been made to Subtenant concerning the
condition of the Premises, nor have any promises to alter or improve the
Premises (or to give any form of work allowance) been made by Sublandlord or any
party on behalf of Sublandlord.

      (d)   Subtenant shall use and occupy the Premises during the Term for only
the following purpose: A secondary assembly facility (electronic testing
systems) in compliance with all applicable Legal Requirements. This Sublease is
only for Subtenant's actual use and occupancy.

      (e)   Upon Sublandlord's receipt of: (i) at least one (1) original,
fully-executed counterpart of this Sublease; (ii) evidence of Subtenant's
insurance required by Section 7 below; and (iii) Landlord's written consent to
this Sublease and the provisions set forth in subsection 2(b) and this
subsection 2(e), Subtenant shall have the right to enter the Premises upon the
consent specified in subsection 2(e)(iii) above for purposes of installing
Subtenant's property and performing such other related activities in the
Premises that are preparatory for its occupancy, including without limitation
sealing the warehouse floor of the Premises with an antistatic coating,
replacing Sublandlord's signage with Subtenant's identity (name and Logo),
distribution of electrical needs, cabling for telecommunications(phone/data) and
installation of subtenant fixtures used in production/assembly of Subtenant's
product. Notwithstanding anything to the contrary herein, if Subtenant enters
the Premises prior to the Commencement Date, all terms and conditions of this
Sublease other than with respect to the payment of Base Rent shall be in full
force and effect.

3.    Incorporation By Reference; Landlord's Obligations.

      (a)   To the extent not inconsistent with the provisions of this Sublease,
the terms, provisions, covenants and conditions of the Prime Lease are hereby
incorporated by reference on the following basis: Subtenant hereby assumes all
of the obligations of Sublandlord under the Prime Lease with respect to the
Premises, accruing or payable during the Term. The term "Landlord" therein shall
refer to Sublandlord hereunder, its successors and assigns, and the term
"Tenant" therein shall refer to Subtenant hereunder, and its permitted
successors and assigns. To the extent not inconsistent with this Sublease,
Subtenant shall also be entitled to all the rights of Sublandlord per the
provisions, covenants, and conditions as allowed in the Prime Lease. The
obligations assumed by Subtenant hereunder that accrue during the Term shall
survive and extend beyond the termination of this Sublease. For purposes of
incorporation into this Sublease only, the following provisions of the Prime
Lease are hereby deleted: Sections 1.3, 1.4, 2.1 through 2.4, 4.0, Article V
(with the exceptions that Subtenant shall not be obligated for repairs and
maintenance of underground utilities and Subtenant shall not be obligated for
environmental or any capital repairs that pre-exist or are unrelated to
Subtenant's occupancy), the first sentence of Section 16.0 starting in the
fourth line with: "provided, however," 17.1, 19.11, 19.31, 19.32 and 19.34
(except Sublandlord represents, to the best of its knowledge, there are no
existing

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environmental issues or pending suits that would impact Subtenant's safety or
occupancy of this space).

      (b)   Subtenant recognizes that Sublandlord is not in a position to
furnish the services set forth in the Prime Lease, obtain an agreement of
nondisturbance, or to perform certain other obligations that are not within the
control of Sublandlord, such as, without limitation, maintenance, repairs and
replacements, compliance with laws, insurance obligations, providing Building
Services, and restoration of the Premises and Building after casualty or
condemnation. Therefore, notwithstanding anything to the contrary contained in
this Sublease, Subtenant agrees that: (i) Subtenant shall look solely to
Landlord to furnish all services and maintenance and to perform all obligations
that Landlord has agreed to perform and observe under the Prime Lease; and (ii)
performance by Sublandlord of certain of its obligations under this Sublease is
conditioned upon performance by Landlord off its corresponding obligations under
the Prime Lease. Subject to Section 10 below, Sublandlord shall not be liable to
Subtenant or be deemed in default hereunder for failure of Landlord to furnish
or perform the same.

4.    Rent. Subtenant shall pay to Sublandlord as annual base rent ("Base Rent")
TWO HUNDRED SIXTEEN THOUSAND FOUR HUNDRED EIGHTY AND NO/100 DOLLARS
($216,480.00), which amount shall be due and payable in advance in equal monthly
installments of $18,040.00 on the first (1st) day of each month, commencing on
the Commencement Date, prorated for a portion of a month. An amount equal to one
monthly installment of Base Rent has been paid upon Subtenant's execution
hereof, which shall be applied to the first installment of Base Rent due
hereunder.

5.    Subletting and Assignment. Subtenant shall not, without the prior written
consent of Sublandlord: (i) further sublet all or any part of the Premises; (ii)
transfer, hypothecate, assign, convey, or mortgage this Sublease or any interest
under it or allow any lien upon Subtenant's interest hereunder by operation of
law; or (iii) suffer, tolerate, permit, or allow the use or occupancy of the
Premises by anyone other than Subtenant, its agents and employees. Subject to
Article X of the Prime Lease, Sublandlord shall not unreasonably withhold or
delay its consent to a further subletting of the Premises or an assignment of
this Sublease by Subtenant. Sublandlord's consent to any such subletting or
assignment, however, shall be conditional upon and subject to Subtenant
obtaining the written consent of Landlord thereto when required under the Prime
Lease. No such transaction shall release Subtenant from liability hereunder.

6.    Insurance Compliance. Subtenant shall maintain, at its sole cost and
expense, for the Term, any and all insurance in the amounts and form required of
Sublandlord by and pursuant to the provisions of the Prime Lease. All such
policies shall name Sublandlord, Landlord and designees of Landlord as
additional insureds, shall be issued by reputable insurance companies approved
by Landlord and shall be endorsed to provide that they shall not be modified or
cancelled without thirty (30) days' prior written notice to Sublandlord and
Landlord. On or prior to the Commencement Date or any earlier occupancy of the
Premises, Subtenant shall furnish copies of such policies to Sublandlord
evidencing that the required coverage is being maintained, together with such
evidence as Sublandlord shall deem satisfactory of the payment of premiums
thereon.

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7.    Indemnification.

      (a)   Sublandlord, its officers, agents, and employees, shall not be
liable for, and Subtenant shall indemnify and save Sublandlord and Landlord
harmless from and against all claims, liability, loss, or damage during the Term
to persons or property sustained by Subtenant or by any other person, due to the
Premises or any part thereof or any appurtenances thereof becoming out of
repair, or due to the happening of any accident in, on, or about the Premises,
or any damage caused by fire, or other casualty or leakage, or due to the act or
neglect of any person, excluding the employees, agents, or contractors of
Sublandlord or Landlord. This provision shall apply (but not exclusively) to
damage caused by sprinkling devices or air conditioning or heating equipment and
to damage caused by water, wind, frost, steam, excessive heat or cold, broken
glass, gas, odors, or noise or by the bursting or leaking of pipes or plumbing
fixtures or the failure of any appurtenances or equipment. Sublandlord and
Subtenant waive all rights against each other for damages caused by fire or
other perils covered by insurance in connection with the Premises, to the extent
of insurance received.

      (b)   Subtenant shall not take any action or fail to take any action in
connection with the Premises as a result of which Sublandlord would be in
violation of any of the provisions of the Prime Lease. Subtenant shall defend,
indemnify, and hold Sublandlord harmless from and against all loss, cost,
liability, damage, and expense (including, but not limited to, attorneys' fees
and court costs) caused by or arising out of Subtenant's act or inaction as a
result of which Sublandlord is alleged and/or determined to be in violation of
any of the provisions of the Prime Lease. Sublandlord shall not take any action
or fail to take any action in connection with the Premises and its lease
obligations as a result of which Sublandlord would be in violation of any of the
provisions of the Prime Lease. Sublandlord shall defend, indemnify, and hold
Subtenant harmless from and against all loss, cost, liability, damage, and
expense (including, but not limited to, attorneys' fees and court costs) to the
extent caused by or arising out of Sublandlord's act or inaction as a result of
which is a violation of any of the provisions of the Prime Lease.

8.    Casualty. If the Premises are damaged by fire or other casualty, and
Landlord or Sublandlord shall, pursuant to the terms of the Prime Lease, elect
to terminate the Prime Lease, this Sublease shall cease and terminate on the
date of termination of the Prime Lease, and Rent shall be apportioned from the
time of the damage. Otherwise, this Sublease shall remain in full force and
effect, subject to the terms of the Prime Lease. Sublandlord shall have no
obligation hereunder to repair any portion of the Premises, whether or not this
Sublease shall be terminated, which obligation shall be Landlord's to the extent
required under the Prime Lease.

9.    Rights of Landlord.

      (a)   Subtenant acknowledges any rights specifically reserved by Landlord
under the Prime Lease, and Subtenant further acknowledges that its possession
and use of the Premises shall at all times be subject to such rights. Subtenant
hereby releases Sublandlord from all liability in connection with Landlord's
exercise of such rights.

      (b)   If Subtenant fails to do any act required of it hereunder or under
the Prime Lease, Sublandlord may (but shall not be obligated to) do so, and
Subtenant shall pay the cost thereof as Additional Rent within ten (10) days
after receiving Sublandlord's statement therefor.

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10.   Default by Landlord. Sublandlord shall not be liable to Subtenant for
Landlord's failure to perform any of Landlord's obligations under the Prime
Lease, nor shall Sublandlord have any obligation to perform same or to bring
legal proceedings or take any other action against Landlord to assure
performance of Landlord's obligations under the Prime Lease. Except as otherwise
provided herein, whenever Sublandlord shall have the right to enforce any rights
against Landlord or any other party under the Prime Lease because of the default
or breach of Landlord or such other party with respect to the Premises, and if,
within a reasonable period after Subtenant's request, Sublandlord fails to
enforce such rights, then Subtenant shall have the right, in the name of
Subtenant or, if necessary, in the name of Sublandlord, to enforce any such
rights of Sublandlord with respect to the Premises. Such enforcement shall be at
the sole expense of Subtenant, and Subtenant shall indemnify Sublandlord against
all costs and expenses, including but not limited to reasonable attorneys' fees,
which may be incurred by Sublandlord in connection with any claim, action, or
proceeding so undertaken by Subtenant. Any amount of recovery obtained by
Subtenant shall be the property of Subtenant, except that Sublandlord shall be
compensated therefrom for any damages sustained by Sublandlord as a consequence
of such default or breach on the part of Landlord or such other party.

11.   Default by Subtenant.

      (a)   If: (i) Subtenant defaults in the payment, when due, of any
installment of Rent and Subtenant fails to remedy such default within five (5)
days after the date such payment was due; or (ii) Subtenant defaults in
fulfilling any other covenant of this Sublease and Subtenant fails to remedy
such default within ten (10) days after notice by Sublandlord to Subtenant
specifying the nature of such default (or if such default cannot be completely
cured or remedied within such ten (10)-day period and Subtenant shall not have
diligently commenced curing such default within a five (5)-day period and shall
not thereafter diligently remedy or cure such default within sixty (60) days
after notice from Sublandlord); or (iii) there is any Default by Subtenant, then
Sublandlord may, in addition to all remedies available to it by the terms of the
Primes Lease and by notice to Subtenant, cancel this Sublease, and this Sublease
and the Term hereunder shall end and expire as fully and completely as if the
date of cancellation were the day herein definitely fixed for the end and
expiration of this Sublease and the Term hereof. Subtenant shall then quit and
surrender the Premises to Sublandlord, but Subtenant shall remain liable as
provided in the Prime Lease and hereunder.

      (b)   If: (i) a notice provided for in subsection (a) above shall have
been given and the Term shall expire as aforesaid; or (ii) any execution shall
be issued against Subtenant or any of Subtenant's property, whereupon the
Premises shall be taken or occupied or attempted to be taken or occupied by
someone other than Subtenant, then and in any of such events, Sublandlord may,
without notice, re-enter the Premises, and dispossess Subtenant, and the legal
representative of Subtenant or other occupant of the Premises, by summary
proceedings or otherwise, and remove their effects and hold the Premises as if
this Sublease had not been made. Subtenant hereby waives the service of notice
of intention to re-enter or to institute legal proceedings to that end, but
Subtenant shall remain liable for damages as provided in the Prime Lease and
hereunder.

12.   Broker. The parties acknowledge that this Sublease was procured through
the efforts of Cushman & Wakefield, Inc., Cushman & Wakefield of Illinois, Inc.
and Trammell Crow

<PAGE>

Company (collectively, the "Brokers"), and Sublandlord shall compensate the
Brokers pursuant to a separate agreement. Subtenant represents that it has dealt
with no broker in connection with this Sublease other than the Brokers.
Subtenant shall indemnify and hold harmless Sublandlord from any liability or
loss, including reasonable attorneys' fees, resulting from a breach of the
foregoing representation.

13.   Taxes. Subtenant shall not be liable for any federal, state, or municipal
income tax imposed upon Sublandlord as a result of this Sublease or any profits
derived hereunder.

14.   Remedies. The taking of any action by Subtenant, the occurrence of any
event in regard to Subtenant, or the failure to act by Subtenant that would be a
default under the Prime Lease if occurring or failing to occur in regard to
Sublandlord, shall entitle Sublandlord to take all action with regard to
Subtenant under this Sublease that Landlord is permitted to take against
Sublandlord under the terms of the Prime Lease. Subtenant shall indemnify and
hold harmless Sublandlord from and against all loss, cost, injury, liability, or
expense (including reasonable attorneys' fees and court costs) caused by or
arising out of Subtenant's default, breach, or violation of the terms of this
Sublease.

15.   Options. Anything in the Prime Lease to the contrary notwithstanding,
Subtenant shall have no option to extend or renew the Term or expand or reduce
the Premises.

16.   Surrender and Holdover.

      (a)   Upon any termination of this Sublease, by expiration of the Term or
otherwise: (i) Subtenant shall immediately vacate the Premises and surrender
possession thereof to Sublandlord in the same condition provided to Subtenant at
time of execution of this Sublease; (ii) Subtenant shall surrender the Premises
free and clear of all liens and encumbrances; and (iii) Sublandlord shall have
full authority and license to enter and take possession of the Premises.

      (b)   Subtenant shall pay to Sublandlord 200% of the monthly Rent
hereunder plus all other costs for each month or portion thereof that Subtenant
shall retain possession of the Premises or any part thereof after the
termination of this Sublease, whether by lapse of time or otherwise, and shall
also pay all damages sustained by Sublandlord to Landlord or otherwise on
account thereof. Furthermore, Subtenant shall be subject to eviction proceedings
and any other remedy or right accorded to Sublandlord in law or at equity. Any
holding over by Subtenant upon termination of this Sublease shall not be
evidence of an extension or renewal of the Term, nor shall acceptance of Rent or
other payments by Sublandlord from Subtenant be evidence of the same, but such
occupancy shall be terminable by either party on ten (10) days' notice.

      (c)   Sublandlord represents and warrants that there are no
items/alterations of which Landlord requires removal upon expiration of the
Prime Lease in accordance with Section 9 of the Prime Lease.

17.   Miscellaneous.

      (a)   Each provision of this Sublease shall extend to and shall bind and
inure to the benefit of Sublandlord and Subtenant and their respective permitted
successors and assigns.

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      (b)   Subtenant acknowledges that this Sublease is subject and subordinate
to all of the terms, covenants and conditions of the Prime Lease and to all
rights of Landlord thereunder. In the event of any conflict between the terms
and conditions of this Sublease and the terms and conditions of the Prime Lease,
the terms and conditions of this Sublease shall control as between Sublandlord
and Subtenant.

      (c)   In the event that any provision of this Sublease is deemed to be
invalid or unenforceable for any reason, this Sublease shall be construed as not
containing such provision, and the invalidity or unenforceability thereof shall
not render any other provision of this Sublease invalid or unenforceable.

      (d)   Any Rent not paid within ten (10) days after the due date thereof
shall thereafter be payable with interest at the rate of four (4) percentage
points per annum plus the fluctuating prime or base rate of Bank of America (or
any successor) in effect on the due date of such Rent, which interest shall be
payable for the period from the due date to the date of payment.

      (e)   Any provision of this Sublease or the Prime Lease that requires
Sublandlord not to unreasonably withhold its consent shall never be the basis
for an award of damages or give rise to a right of setoff to Subtenant, but may
be the basis for a declaratory judgment or specific injunction with respect to
the matter in question.

      (f)   Whenever Subtenant must obtain the consent of Landlord with respect
to the Premises, Sublandlord shall cooperate with Subtenant (at Subtenant's sole
cost and expense) in obtaining Landlord's consent. Sublandlord and Subtenant
shall promptly forward to the other true copies of all notices, requests,
demands and communications received from Landlord (or its agent) with respect to
the Premises or this Sublease.

      (g)   Subtenant shall indemnify and hold Sublandlord harmless from the
costs of any special services (including without limitation overtime HVAC and
special cleaning services) that Subtenant may order through Sublandlord or
directly from Landlord with respect to the Premises.

      (h)   Each provision of this Sublease has been mutually negotiated,
prepared and drafted. Each party hereto has been represented by legal counsel
and, in connection with the construction of any provision hereof or deletion
here from, no consideration shall be given to the issue of which party actually
prepared, drafted, requested or negotiated any such provision or deletion.

      (i)   Notwithstanding anything to the contrary contained in this Sublease,
if, in the Prime Lease, any grace period(s) are afforded Sublandlord, the grace
period(s) in question, under this Sublease and between Sublandlord and
Subtenant, shall be three (3) business days shorter than under the Prime Lease.

18.   Notices. Any notice, request or demand under this Sublease shall be in
writing, considered properly delivered when actually received by the other
party, addressed as hereinafter provided, and: (i) sent by a
nationally-recognized overnight courier with return receipt; or (ii) sent bay
the United States Postal Service, registered or certified mail (return receipt
requested). Any notice, request or demand by Subtenant to Sublandlord shall be
addressed to Sublandlord at

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the address for Sublandlord set forth below, until otherwise directed in writing
by Sublandlord. Any notice, request or demand by Sublandlord to Subtenant shall
be addressed to Subtenant at the address for Subtenant set forth below, until
otherwise directed in writing by Subtenant. Receipt of any notice shall be
evidenced by the date of receipt or rejection on the return receipt. Each of
Subtenant and Sublandlord shall promptly deliver to the other a copy of each
notice, demand, request, consent or approval to or from Landlord.

                    If to Subtenant:

                    Eagle Test Systems, Inc.
                    Attn:  Miriam F. Becerra
                    620 S. Butterfield Road
                    Mundelein, IL 60060

                    If to Sublandlord:

                    Pitney Bowes Inc.
                    Attn:  Director, North American Properties--West
                    MSC 51-05
                    Stamford, CT 06926-0700

                    With a copy to:

                    Trammell Crow Corporate Services
                    Attention:  PBI Lease Administration
                    1687 114th Avenue, S.E., Suite 250
                    Bellevue, WA 98004-6921

                    If to Landlord:

                    Millbrook I, LLC
                    c/o Millbrook Properties LLC
                    Attn:  Property Manager
                    475 Half Day Road, Suite 100
                    Lincolnshire, IL 60069

19.   Security Deposit. To secure the full and faithful performance by Subtenant
of all of the covenants, conditions and agreements set forth in this Sublease to
be performed by it, Subtenant has deposited with Sublandlord the sum of
$18,040.00 (the "Security Deposit") on the understanding that:

      (a)   the Security Deposit or any portion thereof may be applied to the
curing of any default that may exist, including but not limited to a breach for
failure to pay Rent, without prejudice to any other remedy or remedies that
Sublandlord may have on account thereof, and upon such application Subtenant
shall pay Sublandlord on demand the amount so applied which shall be added to
the Security Deposit so the same will be restored to its original amount;

<PAGE>

      (b)   should the Premises be conveyed by Sublandlord (if permitted by the
Prime Lease), the Security Deposit or any balance thereof may be turned over to
Sublandlord's grantee, and if the Security Deposit is turned over to such
grantee, Subtenant hereby releases Sublandlord from any and all liability with
respect to the Security Deposit and its application or return, and Subtenant
agrees to look solely to such grantee for such application or return;

      (c)   Sublandlord may commingle the Security Deposit with other funds,
shall not be required to keep the Security Deposit in trust, and shall not be
obligated to pay Subtenant any interest;

      (d)   the Security Deposit shall not be considered an advance payment of
Rent or a measure of damages for any default by Subtenant, nor shall it be a bar
or defense to any actions by Sublandlord against Subtenant unless Sublandlord is
in default of its lease obligations unrelated to Subtenant's actions or
inactions beyond any applicable notice and cure period, then the Security
Deposit shall immediately be applied as Rent; and

      (e)   if Subtenant shall faithfully perform all of the covenants and
agreements contained in this Sublease on the part of the Subtenant to be
performed, and provided there exists no default by Subtenant hereunder, the
Security Deposit or any then remaining balance thereof, shall be returned to
Subtenant, without interest, within thirty (30) days after the expiration of the
Term, provided subsequent to the expiration of this Sublease, Sublandlord may
retain from the Security Deposit: (i) any and all amounts reasonably estimated
by Sublandlord to cover the anticipated costs to be incurred by Sublandlord to
remove any signage provided to Subtenant under this Sublease and to repair any
damage caused by such removal (in which case any excess amount so retained by
Sublandlord shall be returned to Subtenant within thirty (30) days after such
removal and repair), and (ii) any and all amounts permitted by law or this
Section. Subtenant hereby waives any and all provisions of law, now or hereafter
in effect in Illinois or any local government authority or agency or any
political subdivision thereof, that limit the types of defaults for which a
landlord may claim sums from a security deposit. Subtenant further covenants
that it will not assign or encumber the money deposited herein as a Security
Deposit and that neither Sublandlord nor its successors or assigns shall be
bound by any such assignment, encumbrance, attempted assignment or attempted
encumbrance. If Sublandlord retains any money from the Security Deposit as
permitted in this subsection above, Sublandlord shall provide Subtenant with
notice setting forth an itemization of the amount(s) withheld and a brief
description of why such amount(s) were withheld.

20.   Landlord's Approval. Notwithstanding anything to the contrary herein, this
Sublease is subject and subordinate to and conditioned upon Landlord's written
consent to this Sublease (including, without limitation, Section 2 above). If
this condition is not satisfied by a date that is five (5) days after
Sublandlord's signing of this Sublease, time being of the essence, then this
Sublease shall automatically terminate and be of no further force or effect. The
parties hereto shall not bring any claim against each other for any loss, cost,
expense, damage, or injury caused by or arising out of the failure of Landlord
to consent to this Sublease.

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      IN WITNESS WHEREOF, the parties have executed this Sublease the day and
year first above written.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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                                            SUBLANDLORD:
                                            PITNEY BOWES INC.

                                            By: /s/ Mary Maarbjerg
                                                --------------------------------
                                                Name: Mary Maabjerg
                                                Title: Vice President
                                                Date:

                                            SUBTENANT:
                                            EAGLE TEST SYSTEMS, INC.

                                            By: /s/ Leonard Foxman
                                                --------------------------------
                                                Name: Ted Foxman
                                                Title: Executive Vice President
                                                Date: 12/16/03